SBFC Finance logo

SBFC Finance CEO, MD, chairman, board of directors and AGM

NSE: SBFCBSE: 543959FinanceSmall Cap

Last close ₹79.82down ₹0.40 (0.50%)BSE ₹80.05

Share price at the NSE close on 23 Oct 2026. Previous close ₹80.22.

52-week range of traded prices to 23 Oct 2026
₹78.34Low, 23 Oct 2026₹123.00High, 3 Nov 2025
Market cap
₹8,852 Cr550th largest listed
P/E
18.4
P/B
2.4
Dividend yield
Nonein the last 12 months
ROE
13.9%
NIM
11.41%
Cost of funds
8.65%
Credit cost
1.45%
ROA
4.58%
Leverage
2.85times net worth
Volume, NSE
13,13,93251.0% delivered

SBFC Finance board of directors

At the end of the quarter to Sep 2026, as the company filed it; changes since are in its announcements.Their trades in its shares

  • ChairpersonNeeraj Swaroop
  • Managing director and CEOMahesh Dayani
  • Company Secretary and Compliance OfficerNamrata Sajnani

9 directors4 independent2 executive3 non-executive

  • Neeraj Swaroop · ChairpersonIndependent · joined Nov 2017 · reappointed Nov 2022 · 106 months as independent · 2 listed boards · 2 as independent · 5 committee seats, 1 as chair
  • Surekha MarandiIndependent · joined Sep 2022 · reappointed Sep 2022 · 48 months as independent · 1 listed board · 1 as independent · 2 committee seats, 1 as chair
  • Aseem DhruExecutive · joined Sep 2017 · reappointed Apr 2026 · 3 listed boards · 2 as independent · 4 committee seats, 4 as chair
  • John MescallNominee, non-executive · joined May 2019 · 1 listed board · 2 committee seats
  • Jonathan Tadeusz TaturNominee, non-executive · joined Dec 2019 · 1 listed board
  • Leroy James LangeveldNominee, non-executive · joined Apr 2025 · 1 listed board
  • Koni Uttam NayakIndependent · joined Mar 2024 · reappointed Mar 2024 · 30 months as independent · 1 listed board · 1 as independent
  • Ravi VenkatramanIndependent · joined Feb 2024 · reappointed Feb 2024 · 31 months as independent · 4 listed boards · 4 as independent · 9 committee seats, 5 as chair
  • Mahesh Dayani · Managing director and CEOExecutive · joined Feb 2025 · reappointed Apr 2026 · 1 listed board

An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.

1 director who left
  • Rajesh Mannalal Agrawal, left 12 Nov 2025: Tenure Completion

Committees and meetings

Who sits on each, and how often they met.Board meeting notices and outcomes

  • Board

    • 25 Jul 20269 of 9 present4 independent · 9 days in between
    • 15 Jul 20269 of 9 present4 independent · 80 days in between
    • 25 Apr 20269 of 9 present4 independent
  • Audit Committee

    Chair Ravi Venkatraman

    John Mescall, Neeraj Swaroop, Surekha Marandi

    • 25 Jul 20264 of 4 present3 independent · 9 days in between
    • 15 Jul 20264 of 4 present3 independent · 80 days in between
    • 25 Apr 20264 of 4 present3 independent
  • Nomination and remuneration committee

    Chair Koni Uttam Nayak

    Neeraj Swaroop, John Mescall, Surekha Marandi

    • 15 Jul 20264 of 4 present3 independent · 81 days in between
    • 24 Apr 20264 of 4 present3 independent
  • Stakeholders Relationship Committee

    Chair Surekha Marandi

    Ravi Venkatraman, John Mescall

    No meeting listed in the filing.

  • Risk Management Committee

    Chair Surekha Marandi

    Neeraj Swaroop, Aseem Dhru, Mahesh Dayani, John Mescall, Ravi Venkatraman, Koni Uttam Nayak

    • 24 Jul 20267 of 7 present4 independent · 90 days in between
    • 24 Apr 20266 of 6 present4 independent
  • Corporate Social Responsibility Committee

    Chair Surekha Marandi

    Ravi Venkatraman, John Mescall

    • 24 Apr 20263 of 3 present2 independent

Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.

Statutory auditor

Named in the results for the quarter to Mar 2026.

  • M M NISSIM & CO LLPPeer-review certificate valid to Mar 2028

A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.

SBFC Finance AGM and shareholder votes

Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.SBFC Finance share news and announcements

Annual general meeting, 14 Jul 2026

1,36,430 shareholders on the register on 7 Jul 2026; present: 1 promoter and 63 others; votes counted by Jigyasa N. Ved / M/s. Parikh & Associates.The company's voting result (opens in a new tab)

  1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2026, together with the reports of the Board of Directors and the Auditors thereon.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 84.60% · promoters 100.00% · institutions 79.40% · other public 51.00%

  2. To appoint a Director in place of Mr. Aseem Dhru (DIN: 01761455), Executive Vice-Chairman, who retires by rotation, and being eligible, offers himself for re-appointment.
    Ordinary
    98.25% for1.75% against

    Against: promoters 0.00% · institutions 6.40% · other public 0.00%

    Turnout: all 81.61% · promoters 100.00% · institutions 79.40% · other public 35.76%

  3. To appoint a Director in place of Mr. Jonathan Tatur (DIN: 08639243), Nominee Director, who retires by rotation, and being eligible, offers himself for re-appointment.
    Ordinary
    99.56% for0.44% against

    Against: promoters 0.00% · institutions 1.66% · other public 0.00%

    Turnout: all 84.60% · promoters 100.00% · institutions 79.40% · other public 51.00%

  4. Increase in the borrowing limits of the Company
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 84.60% · promoters 100.00% · institutions 79.40% · other public 51.00%

  5. Increase in the limit of creation of charges on the assets of the Company
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 84.60% · promoters 100.00% · institutions 79.40% · other public 51.00%

  6. Issuance of debt securities including but not limited to Non-Convertible Debentures or such other debt securities
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 84.60% · promoters 100.00% · institutions 79.40% · other public 51.00%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 8 Mar 2026, 2 resolutions

1,47,872 shareholders on the register on 30 Jan 2026; votes counted by Jigyasa N. Ved / Parikh & Associates.The company's voting result (opens in a new tab)

  1. Re-designation of Mr. Aseem Dhru (DIN: 01761455) as Executive Vice-Chairman of the Company
    Special
    93.65% for6.35% against

    Against: promoters 0.00% · institutions 23.52% · other public 0.03%

    Turnout: all 81.24% · promoters 100.00% · institutions 78.98% · other public 33.50%

  2. Re-designation of Mr. Mahesh Dayani (DIN: 06561389) as Managing Director & CEO of the Company
    Special
    94.38% for5.62% against

    Against: promoters 0.00% · institutions 21.43% · other public 0.01%

    Turnout: all 83.67% · promoters 100.00% · institutions 78.98% · other public 46.00%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 14 Dec 2025, 1 resolution

1,49,013 shareholders on the register on 7 Nov 2025; votes counted by Jigyasa N. Ved / M/s. Parikh & Associates.The company's voting result (opens in a new tab)

  1. Approval of the SBFC Stock Option Policy 2025 - I
    Special
    99.98% for0.03% against

    Against: promoters 0.00% · institutions 0.09% · other public 0.01%

    Turnout: all 86.51% · promoters 100.00% · institutions 88.80% · other public 51.74%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 14 Jul 2025, 8 resolutions

1,46,480 shareholders on the register on 7 Jul 2025; present: 1 promoter and 57 others; votes counted by Jigyasa N. Ved / M/s. Parikh & Associates.The company's voting result (opens in a new tab)

  1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the year ended March 31, 2025, together with the reports of the Board of Directors and the Auditors thereonMoreLess
    OrdinaryPromoters have an interest in it
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 84.95% · promoters 100.00% · institutions 86.69% · other public 47.96%

  2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the year ended March 31, 2025, together with the report of the Auditors thereon
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 84.95% · promoters 100.00% · institutions 86.69% · other public 47.96%

  3. To appoint a Director in place of Mr. John Mescall (DIN: 08385575), who retires by rotation, and being eligible, offers himself for re-appointment
    Ordinary
    99.82% for0.18% against

    Against: promoters 0.00% · institutions 0.75% · other public 0.00%

    Turnout: all 84.95% · promoters 100.00% · institutions 86.69% · other public 47.96%

  4. Appointment of M/s Parikh & Associates, Company Secretaries as Secretarial Auditors of the Company
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 84.95% · promoters 100.00% · institutions 86.69% · other public 47.96%

  5. Appointment of Mr. Leroy James Langeveld (DIN: 11068486), as Non-Executive Nominee Director of the Company
    Ordinary
    99.96% for0.04% against

    Against: promoters 0.00% · institutions 0.17% · other public 0.00%

    Turnout: all 84.95% · promoters 100.00% · institutions 86.69% · other public 47.96%

  6. Amendments to SBFC Stock Option Policy I 2018
    Special
    99.84% for0.16% against

    Against: promoters 0.00% · institutions 0.65% · other public 0.00%

    Turnout: all 84.95% · promoters 100.00% · institutions 86.69% · other public 47.96%

  7. Amendments to SBFC Stock Option Policy 2021 – I
    Special
    99.84% for0.16% against

    Against: promoters 0.00% · institutions 0.65% · other public 0.00%

    Turnout: all 84.95% · promoters 100.00% · institutions 86.69% · other public 47.96%

  8. Issuance of debt securities including but not limited to Non-Convertible Debentures or such other debt securities
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 84.95% · promoters 100.00% · institutions 86.69% · other public 47.96%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 7 Apr 2025, 1 resolution

1,57,580 shareholders on the register on 28 Feb 2025; votes counted by Jigyasa N. Ved / M/s. Parikh & Associates.The company's voting result (opens in a new tab)

  1. Appointment of Mr. Mahesh Dayani, (DIN: 06561389), as the Whole-time Director, designated as ‘Executive Director’, for a term of five consecutive years and payment of remuneration
    Special
    99.86% for0.14% against

    Against: promoters 0.00% · institutions 0.61% · other public 0.01%

    Turnout: all 84.96% · promoters 100.00% · institutions 85.77% · other public 48.86%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 28 Jun 2024, 6 resolutions

Present: 0 promoters and 54 others.The company's voting result (opens in a new tab)

  1. To Receive, Consider and Adopt Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2024 and the reports of the Board of Directors and the auditors thereonMoreLess
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.00%

    Turnout: all 87.36% · promoters 100.00% · institutions 86.07% · other public 59.12%

  2. To appoint a director in place of Mr. Jonathan Tadeusz Tatur (DIN 08639243), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointmentMoreLess
    Ordinary
    99.99% for0.01% against

    Against: promoters 0.00% · institutions 0.04% · other public 0.00%

    Turnout: all 87.36% · promoters 100.00% · institutions 86.07% · other public 59.12%

  3. To appoint a Director in place of Mr. Aseem Dhru (DIN: 01761455), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment
    Ordinary
    99.98% for0.02% against

    Against: promoters 0.00% · institutions 0.11% · other public 0.00%

    Turnout: all 84.18% · promoters 100.00% · institutions 86.07% · other public 45.73%

  4. To appoint M/s. M M Nissim & Co. LLP, Chartered Accountants (ICAI firm registration number: 107122W/W100672) as the statutory auditors of the Company
    Ordinary
    99.96% for0.04% against

    Against: promoters 0.00% · institutions 0.17% · other public 0.00%

    Turnout: all 87.36% · promoters 100.00% · institutions 86.07% · other public 59.12%

  5. Issuance of Non-Convertible Debentures and / or Bonds
    Special
    99.95% for0.05% against

    Against: promoters 0.00% · institutions 0.23% · other public 0.00%

    Turnout: all 87.36% · promoters 100.00% · institutions 86.07% · other public 59.12%

  6. Approval of SBFC Stock Option Policy 2024 – I
    Special
    98.46% for1.54% against

    Against: promoters 0.00% · institutions 7.44% · other public 0.01%

    Turnout: all 87.36% · promoters 100.00% · institutions 86.07% · other public 59.12%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 19 May 2024, 2 resolutions

The company's voting result (opens in a new tab)

  1. Appointment of Mr. Ravi Venkatraman (DIN: 00307328) as Independent Director for a period of five years
    Special
    99.85% for0.15% against

    Against: promoters 0.00% · institutions 0.92% · other public 0.00%

    Turnout: all 86.92% · promoters 100.00% · institutions 86.36% · other public 52.75%

  2. Appointment of Mr. Koni Uttam Nayak (DIN: 02543830) as Independent Director for a period of five years
    Special
    99.85% for0.15% against

    Against: promoters 0.00% · institutions 0.92% · other public 0.00%

    Turnout: all 86.92% · promoters 100.00% · institutions 86.36% · other public 52.75%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 26 Jan 2024, 5 resolutions

The company's voting result (opens in a new tab)

  1. Increase in Borrowing Limits of the Company
    Special
    98.85% for1.15% against

    Against: promoters 1.62% · institutions 0.00% · other public 0.00%

    Turnout: all 90.36% · promoters 100.00% · institutions 86.49% · other public 64.82%

  2. Creation of charges on the assets of the Company
    Special
    98.85% for1.15% against

    Against: promoters 1.62% · institutions 0.00% · other public 0.00%

    Turnout: all 90.36% · promoters 100.00% · institutions 86.49% · other public 64.82%

  3. Issuance of Non Convertible Debentures and / or Bonds
    Special
    98.85% for1.15% against

    Against: promoters 1.62% · institutions 0.00% · other public 0.00%

    Turnout: all 90.36% · promoters 100.00% · institutions 86.49% · other public 64.82%

  4. Approval of SBFC Stock Option Policy 2023 – III
    Special
    98.35% for1.65% against

    Against: promoters 1.62% · institutions 3.63% · other public 0.01%

    Turnout: all 90.36% · promoters 100.00% · institutions 86.49% · other public 64.82%

  5. Revision in terms of remuneration of Mr. Aseem Dhru, Managing Director & Chief Executive Officer (DIN: 01761455) of the Company
    Special
    98.43% for1.57% against

    Against: promoters 1.62% · institutions 2.67% · other public 0.01%

    Turnout: all 87.17% · promoters 100.00% · institutions 86.49% · other public 50.21%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

How mutual funds voted

Fund houses must disclose how they vote at every meeting of a company they hold.Funds that hold it

Mutual fund votes, meeting of 14 Jul 2026, 7 fund houses so far (houses' deadline to file 15 Oct 2026)

  • To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2026, together with the reports of the Board of Directors and the Auditors thereon.
    7 for0 against
  • To appoint a Director in place of Mr. Aseem Dhru (DIN: 01761455), Executive Vice-Chairman, who retires by rotation, and being eligible, offers himself for re-appointment.
    Against Angel One Mutual Fund, Edelweiss Mutual Fund, Navi Mutual Fund
    • Angel One Mutual FundGovernance Concern: Remuneration payable to the proposed director as Executive Vice-Chairman, including concentrated ESOP benefits, appears excessive when compared to the size of the Company.
    • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. No concern identified w.r.t. profile, time commitment and attendance of the proposed appointee. Governance Concern: Remuneration payable to the proposed director as Executive Vice-Chairman, including concentrated ESOP benefits, appears excessive when compared to the size of the Company.
    4 for3 against
  • To appoint a Director in place of Mr. Jonathan Tatur (DIN: 08639243), Nominee Director, who retires by rotation, and being eligible, offers himself for re-appointment.
    7 for0 against
  • Increase in the borrowing limits of the Company
    7 for0 against
  • Increase in the limit of creation of charges on the assets of the Company
    7 for0 against
  • Issuance of debt securities including but not limited to Non-Convertible Debentures or such other debt securities
    7 for0 against

Mutual fund votes, meeting of 8 Mar 2026, 17 fund houses

  • Re-designation of Mr. Aseem Dhru (DIN: 01761455) as Executive Vice-Chairman of the Company
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund
    • Angel One Mutual FundGovernance Concern: Considering the size and performance of the Company the proposed remuneration appears excessive, including concentrated ESOP benefits. Transparency concern: No disclosure about the future grant especially considering the past practice and company cannot grant options in earlier Scheme as the same is not ratified post listing for shareholders’ approval.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Considering the size and performance of the Company the proposed remuneration appears excessive, including concentrated ESOP benefits. Transparency concern: No disclosure about the future grant especially considering the past practice and company cannot grant options in earlier Scheme as the same is not ratified post listing for shareholders’ approval.
    • Invesco Mutual Fund, Jio BlackRock Mutual FundAseem Dhru was appointed as Managing Director and CEO of the company for five years from 28 September 2017 and then reappointed on 15 October 2022. On 24 January 2026, he resigned as MD and CEO from 31 March 2026. The company now proposes to redesignate him as Executive Vice Chairperson. He is the founder and currently holds 2.43% equity stake in the company as on 31 December 2025. We raise concern regarding the proposed remuneration structure. We cannot reliably estimate the performance-linked pay component as the company has disclosed that it will be 100% of the total cost to company (CTC). It is unclear if the variable pay will be capped as a % of his fixed pay or the total CTC. There is no disclosure on the quantum of ESOPs proposed to be granted during the proposed tenure. There have been no grants to Aseem Dhru post listing and hence we do not have a discernable trend to make a reasonable assumption. The company must disclose the quantum of ESOPs proposed to be granted. The company must also disclose performance metrics which will be used to determine variable pay. While we support the redesignation, we do not support the remuneration terms. We do not support the resolution.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • Nippon India Mutual FundGovernance & Transparency Concern: The proposed remuneration appears excessive relative to the Company's size and performance, with disproportionate ESOP benefits. Additionally, there is no disclosure on future grants.
    7 for10 against
  • Re-designation of Mr. Mahesh Dayani (DIN: 06561389) as Managing Director & CEO of the Company
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund
    • Angel One Mutual FundGovernance Concern: Considering the size and performance of the Company the proposed remuneration appears excessive, including concentrated ESOP benefits. Transparency concern: No disclosure about the future grant especially considering the past practice and company cannot grant options in earlier Scheme as the same is not ratified post listing for shareholders’ approval.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Considering the size and performance of the Company the proposed remuneration appears excessive, including concentrated ESOP benefits. Transparency concern: No disclosure about the future grant especially considering the past practice and company cannot grant options in earlier Scheme as the same is not ratified post listing for shareholders’ approval.
    • Invesco Mutual FundMahesh Dayani was appointed as Whole Time Director of the company for five years from 28 February 2025. Prior to this, he served as the Chief Business Officer from 1 November 2017 to 28 February 2025. The company proposes to redesignate Mahesh Dayani as Managing Director and CEO. He currently holds 1.01% equity stake in the company as on 31 December 2025. We raise concern regarding the proposed remuneration structure. We cannot reliably estimate the performance-linked pay component as the company has disclosed that it will be 100% of the total cost to company (CTC). It is unclear if the variable pay will be capped as a % of his fixed pay or the total CTC. Further, there is no disclosure on the quantum of ESOPs proposed to be granted during the proposed tenure. The company must also disclose performance metrics which will be used to determine variable pay. While we support the redesignation, we do not support the remuneration terms. We do not support the resolution
    • Jio BlackRock Mutual FundMahesh Dayani was appointed as Whole Time Director of the company for five years from 28 February 2025. Prior to this, he served as the Chief Business Officer from 1 November 2017 to 28 February 2025. The company proposes to redesignate Mahesh Dayani as Managing Director and CEO. He currently holds 1.01% equity stake in the company as on 31 December 2025. We raise concern regarding the proposed remuneration structure. We cannot reliably estimate the performance-linked pay component as the company has disclosed that it will be 100% of the total cost to company (CTC). It is unclear if the variable pay will be capped as a % of his fixed pay or the total CTC. Further, there is no disclosure on the quantum of ESOPs proposed to be granted during the proposed tenure. The company must also disclose performance metrics which will be used to determine variable pay. While we support the redesignation, we do not support the remuneration terms. We do not support the resolution.
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • Nippon India Mutual FundGovernance & Transparency Concern: The proposed remuneration appears excessive relative to the Company's size and performance, with disproportionate ESOP benefits. Additionally, there is no disclosure on future grants.
    7 for10 against
6 earlier meetings

Mutual fund votes, meeting of 14 Dec 2025, 17 fund houses

  • Approval of the SBFC Stock Option Policy 2025 - I
    17 for0 against

Mutual fund votes, meeting of 14 Jul 2025, 17 fund houses

  • To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the year ended March 31, 2025, together with the reports of the Board of Directors and the Auditors thereonMoreLess
    17 for0 against
  • To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the year ended March 31, 2025, together with the report of the Auditors thereon
    17 for0 against
  • To appoint a Director in place of Mr. John Mescall (DIN: 08385575), who retires by rotation, and being eligible, offers himself for re-appointment
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund
    • Angel One Mutual FundGovernance Concern: Proposed appointee is Nomination and Remuneration Committee Member and the ESOP policy of the Company appears to be unfair in the favour of specific individuals.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Proposed appointee is NRC Member and the ESOP policy of the Company appears to be unfair in the favour of specific individuals.
    • Nippon India Mutual FundGovernance Concern: Proposed appointee is NRC Member and the ESOP policy of the Company appears to be unfair in the favour of specific individuals.
    10 for7 against
  • Appointment of M/s Parikh & Associates, Company Secretaries as Secretarial Auditors of the Company
    17 for0 against
  • Appointment of Mr. Leroy James Langeveld (DIN: 11068486), as Non-Executive Nominee Director of the Company
    17 for0 against
  • Amendments to SBFC Stock Option Policy I 2018
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund
    • Angel One Mutual FundInadequate disclosure with regards to Exercise Price/ Pricing Formula.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNon-Compliant under SEBI SBEB Regulations: Inadequate disclosure w.r.t. Exercise Price/ Pricing Formula.
    • Nippon India Mutual FundTransparency concern: No adequate disclosure
    10 for7 against
  • Amendments to SBFC Stock Option Policy 2021 – I
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund
    • Angel One Mutual FundInadequate disclosure with regards to Exercise Price/ Pricing Formula.
    • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNon-Compliant under SEBI SBEB Regulations: Inadequate disclosure w.r.t. Exercise Price/ Pricing Formula.
    • Nippon India Mutual FundTransparency concern: No adequate disclosure
    10 for7 against
  • Issuance of debt securities including but not limited to Non-Convertible Debentures or such other debt securities
    17 for0 against

Mutual fund votes, meeting of 7 Apr 2025, 16 fund houses

  • Appointment of Mr. Mahesh Dayani, (DIN: 06561389), as the Whole-time Director, designated as ‘Executive Director’, for a term of five consecutive years and payment of remuneration
    Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund
    • Bandhan Mutual FundMahesh Dayani, 50, has been the Chief Business Officer of SBFC Finance Limited since 1 November 2017. He oversees the company’s distribution strategy, product development and marketing efforts. Mahesh Dayani was paid Rs. 24.8 mn in FY24 but it is unclear if the remuneration includes perquisite value or fair value of stock options: he was granted 5.3 mn stock options in FY24 (pre-IPO) with an aggregate fair value of Rs. 264.5 mn. While, the company has clarified that he was not granted any stock options in FY25, there are no disclosures on his aggregate FY25 remuneration in the public domain. While we support his appointment as Whole Time Director, we do not support the resolution because of the open-ended remuneration structure. While his fixed salary is not expected to exceed Rs. 2.8 mn per month during his tenure, there is no clarity on the quantum of his performance incentive. Although his performance incentive is capped at 100% of cost to company (CTC), there is no disclosure on his proposed CTC. The resolution gives flexibility to the board to decide the quantum of stock options without any tangible contours during his tenure. As a result, we are unable to estimate his proposed remuneration. Since we do not have sufficient information on his past and proposed remuneration to make an informed decision, we do not support the resolution. Additionally, the company must disclose the basis on which the performance pay will be made (in terms of targets to be achieved).
    • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Remuneration appears excessive due to concentrated ESOP benefits.
    • Invesco Mutual Fund, Navi Mutual FundMahesh Dayani, 50, has been the Chief Business Officer of SBFC Finance Limited since 1 November 2017. He oversees the Company’s distribution strategy, product development and marketing efforts. Mahesh Dayani was paid Rs. 24.8 mn in FY24 but it is unclear if the remuneration includes perquisite value or fair value of stock options: he was granted 5.3 mn stock options in FY24 with an aggregate fair value of Rs. 264.5 mn. There are no disclosures on his FY25 remuneration or stock options granted, in the public domain. While we support his appointment as Whole Time Director, we do not support the resolution because of the open-ended remuneration structure. While his fixed salary is not expected to exceed Rs. 2.8 mn per month during his tenure, there is no clarity on the performance incentives that he is eligible to receive. The resolution gives flexibility to the board to decide the quantum of stock options without any tangible contours. As a result, we are unable to estimate his proposed remuneration. Since we do not have sufficient information on his past and proposed remuneration to make an informed decision, we do not support the resolution. Additionally, the company must disclose the basis on which the performance pay will be made (in terms of targets to be achieved).
    • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
    • Nippon India Mutual FundGovernance Concern: Skewed Remuneration
    8 for8 against

Mutual fund votes, meeting of 28 Jun 2024, 11 fund houses

  • To Receive, Consider and Adopt Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2024 and the reports of the Board of Directors and the auditors thereonMoreLess
    11 for0 against
  • To appoint a director in place of Mr. Jonathan Tadeusz Tatur (DIN 08639243), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointmentMoreLess
    11 for0 against
  • To appoint a Director in place of Mr. Aseem Dhru (DIN: 01761455), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment
    Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund
    • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Remuneration appears excessive due to concentrated ESOP benefits.
    8 for3 against
  • To appoint M/s. M M Nissim & Co. LLP, Chartered Accountants (ICAI firm registration number: 107122W/W100672) as the statutory auditors of the Company
    Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
    • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee of auditors not disclosed; Governance Concern: Any one Director or CFO has been authorised to revise the remuneration of the Auditors.
    • Nippon India Mutual FundInadequate Disclosure
    7 for4 against
  • Issuance of Non-Convertible Debentures and / or Bonds
    11 for0 against
  • Approval of SBFC Stock Option Policy 2024 – I
    Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
    • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Inadequate disclosures regarding the Exercise Price or Pricing Formula under the Scheme
    • Edelweiss Mutual FundWill lead to dilution of shares
    • ICICI Prudential Mutual FundNo issue with the scheme. However, the company proposes to extend the ESOP Scheme to the employees of its subsidiary, holding and associate companies. The AMC do not support extension of ESOP schemes to associate companies without knowing the details of these companies. Hence, the AMC voted against this resolution.
    • Nippon India Mutual FundInadequate Disclosure
    5 for6 against

Mutual fund votes, meeting of 19 May 2024, 12 fund houses

  • Appointment of Mr. Ravi Venkatraman (DIN: 00307328) as Independent Director for a period of five years
    12 for0 against
  • Appointment of Mr. Koni Uttam Nayak (DIN: 02543830) as Independent Director for a period of five years
    12 for0 against

Mutual fund votes, meeting of 26 Jan 2024, 10 fund houses

  • Increase in Borrowing Limits of the Company
    10 for0 against
  • Creation of charges on the assets of the Company
    10 for0 against
  • Issuance of Non Convertible Debentures and / or Bonds
    10 for0 against
  • Approval of SBFC Stock Option Policy 2023 – III
    Against Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund
    • Groww Mutual Fund, Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations, 2021: Non-disclosure of maximum number of options to be granted per employee and in aggregate and Maximum quantum of benefits to be provided per employee under a scheme(s)
    • Kotak Mahindra Mutual FundEven though the ESOP policy has mentioned details about vesting period and pricing, as per the SEBI SBEB regulation, the company has not disclosed maximum number of options to be issued per employee and the cap on ESOPs to be given to any individual employee. This raises a compliance concern. Hence voting against.
    7 for3 against
  • Revision in terms of remuneration of Mr. Aseem Dhru, Managing Director & Chief Executive Officer (DIN: 01761455) of the Company
    Against Axis Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund
    • Axis Mutual FundAs per the company's clarification, Mr Aseem Dhru’s annual pay for FY24E is estimated at Rs. 58.04 mn (excluding estimate fair value of stock options granted). For FY23 Mr Dhru's remuneration towards Employee Share Based Payment was Rs 29.15mn and in FY22 was Rs 7.99mn. The estimated compensation is high in comparison to peers and the size and scale of business. The remuneration structure is open-ended with no cap on performance pay: the total remuneration payable to him and the quantum of stock options that may be granted to him is not disclosed. The company also states that the perquisite value of stock options granted to him may exceed 10% of consolidated turnover, which is high. Given this, we do not support the resolution.
    • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Excessive remuneration.
    7 for3 against

Each fund house counted once, from its own disclosure; the reasons are its own words.

Investor complaints and compliance

Quarter by quarter.

Investor complaints received and resolved, the company's own count

  • Received
  • Resolved

Open at the quarter's end

None open at any quarter's end.
The board is made up as the listing rules require
Yes
The board has a regular chairperson
Yes
The company has a risk management committee
Yes
The chair is related to the managing director
No
The filing has a part on fines and penalties
No
The filing has a part on tax disputes
No
There was a cyber security incident in the quarter
Yes

The company's own answers in its filing.

How money raised was used

Reported for the quarter to Sep 2025. The company's results filing for the quarter to Jun 2026 says no statement of how money raised was used applies to it.

RaisedAmount raisedForSet asideSpentSpent elsewhere
OthersAug 2025200.00The funds raised by the Issue shall be utilized for on-lending to secured micro, small and medium enterprises and gold loans.200.00101.90No
₹ crore. Checked by is the agency appointed to monitor how the money is used. The reason and the comments are the company's, its audit committee's and its auditors' own words.